HTNG Certification Agreement

Issue 1.0.1 - 12 May 2014

This Certification Agreement ("Agreement") is made and entered into by and between the following Parties:
The Open Group, Apex Plaza, Forbury Road, Reading, England, RG1 1AX, and the Supplier.

Whereas, the Supplier wishes to submit a product for certification in the HTNG
Certification Program ("the Certification Program"); Whereas the product is
uniquely defined in the Registration Form; and Whereas, The Open Group
is the Certification Authority operating the
Certification Program in accordance with the terms of the HTNG
Certification Policy on behalf of HTNG.

Now therefore, in consideration of the mutual rights and obligations of the Parties set forth below, the Parties agree as
follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the following meanings:

The official record of all Certified Products, which is maintained
by the Certification Authority and made publicly available via the
Internet.

Certification System Deficiency

An agreed error in the certification system, which is inhibiting the certification process. The certification
system includes both the certification process and information systems provided to implement certification. A
Certification System Deficiency is one possible outcome of a Problem Report.

Certified Product

A product that has successfully completed the certification process and for which the Supplier of such
product has been notified in writing by the Certification Authority that certification has been achieved.

Conformance Requirements

A definition of the mandatory requirements a product must meet and any options
it must implement in order to be considered
conformant. Conformance Requirements are documented in a HTNG Product Specification.

HTNG

Hotel Technology Next Generation, a trade association incorporated
in the state of Washington, USA, including its Affiliated Companies and
successors, and on whose behalf The Open Group operates the HTNG
certification program.

Interpretation

A decision made by the Specification Authority that elaborates or refines the meaning of a
HTNG specification, or a standard or
specification referenced by a HTNG
specification. An Interpretation is one possible outcome of a Problem Report.

Person

Includes a body of persons whether or not incorporated.

Problem Report

A question of clarification, intent, or correctness of a
specification, a Validation Procedure, or the
Certification System, which, if accepted by the
Specification Authority, will be resolved into an
Interpretation, Validation Procedure Deficiency, or
Certification System Deficiency respectively.

Registration Form

A web form completed by the Supplier to register a particular product for certification
The form contains information on the
Supplier and the product to be certified.

Specification Authority

HTNG, which is responsible for developing, maintaining, and interpreting the
specification(s).

Validation Procedure Deficiency

An agreed error in a Validation Procedure, such as an
error in a test suite causing it to produce an incorrect
result code that impacts certification. A Validation
Procedure Deficiency is one possible outcome of a
Problem Report.

2. The Certification Authority's Obligations

Certification

The Certification Authority will audit all certification-related information provided by
the Supplier, including the test suite results. The Certification Authority will
check to make sure the submitted information demonstrates that the
product passed the formal testing process and the product meets
the applicable Conformance Requirements. The Certification Authority will complete the audit
and notify the Supplier
via electronic mail of the audit result within 6
business days of receipt of a complete submission. If an
incomplete submission is received, the Supplier will be notified within
6 business days via electronic mail with a list of all the missing
or incomplete items. Once the complete submission is received, the audit will
resume, with an additional 6 business day turnaround.

If the audit indicates that the Conformance Requirements have been
met, the Certification Authority will notify the Supplier via
electronic mail of the successful certification. If the organization
requested during the registration process to keep the certification
confidential, then the Certification Authority will maintain
confidentiality as per Clause 4, item iv. If a confidential period was
not requested or the confidential period has ended, then the
Certification Authority will enter the Certified Product into the
Certification Register.

If the audit indicates that the Conformance Requirements have not been met, the Certification Authority will notify the Supplier
via electronic mail of the deficiencies,
which must be corrected within 60
calendar days for certification to be successful.
The certification fee covers only one set of
corrective actions and resubmission. A further fee may apply for additional work beyond this.

Renewal

After a product has been successfully certified and is due for
certification renewal, the Certification Authority will send a renewal reminder notice by
electronic mail to the Supplier at or about 70
calendar days but no less than 60
calendar days prior to the renewal due date.

Anonymity of Appeals

In the event that the Supplier desires to appeal a decision made by
the Certification Authority or HTNG
by invoking the appeals
process defined in the Certification Policy, and wants the appeal to be
anonymous, the Certification Authority will facilitate an anonymous
review
on behalf of the Supplier.

3. The Supplier's Obligations

In addition to providing the certification-related information as part of the
registration process, the Supplier undertakes to answer
all reasonable additional questions the Certification Authority may raise.

Registration and Payment

The Supplier must complete a web-based registration form, thoroughly defining the product to be certified. To complete the
submission, the Supplier must formally accept the terms of this Agreement, by clicking on the "I accept" button
below, and authorize
payment of the applicable certification fees when due.

Payment is required to complete the registration process. Payment may either
be by credit card, at the time of registration, or by check or wire transfer received by the Certification Authority
in advance of registration. The Certification Authority will not process the registration until
payment has been received.

Validation

Validation must be completed using a currently authorized version of
the self-validation questionniare(s) or test suite(s). The CA will
maintain a list of the current version(s) of each self-validation
questionnaire and test suite valid for use in the Certification Program
at http://www.opengroup.org/htng/cert/docs/validation.html.
This web page will also include directions on how to obtain the self-validation questionnnaires and test suites.

Certification

After completing formal testing, the
Supplier agrees to provide the validation results, which may include a
completed self-validation questionnaire or test suite results, to the
Certification Authority,
along with references to all
relevant Interpretations, Validation Procedure Deficiencies, or
Certification System Deficiencies to explain all non-passing validation
procedures.
The Supplier also agrees to comply with the Certification Authority's
reasonable requests for clarification or rework regarding the
completeness,
correctness, or consistency of the information provided.

Warranty of Conformance

By clicking the "I accept" button below, the Supplier hereby
warrants and represents that the product identified in the
Registration Form, as entered in the web-based certification system,
meets the Conformance Requirements at the time of
certification and will continue to meet the Conformance Requirements
throughout the time in which the product is certified, in
accordance with the Certification Policy. If the Supplier fails to
ensure continued
conformance with the Conformance
Requirements, the Certification Authority may revoke the certification.
For the avoidance of doubt, any demonstrable shortfall with respect to
the
conformance requirements is grounds for withdrawal of certification,
whether or not that shortfall is apparent from the
certification and validation process itself.

Renewal

During the period of this Agreement, renewal of certification by the
Supplier is required periodically at intervals defined in the
Certification Policy.
Failure to renew by the renewal date listed on the Certification Register will result
in removal of the Certified Product from the Certification Register.
Renewal incurs a renewal fee.

4. Confidentiality

The Certification Authority shall, except where a provision of this
Agreement provides otherwise, maintain in confidence all information
the
Supplier discloses to the Certification Authority in relation to HTNG
certification. No license, express or implied, under any trademark or
copyright is
granted by the Supplier to the Certification Authority by virtue of
such disclosure and the
Certification Authority shall not use any such information except for
the
purposes of this Agreement. The Certification Authority's obligations
under this sub-clause
shall be limited to taking such steps as it ordinarily
takes to preserve the most important of its own confidential
information. The obligations of non-disclosure and non-use set out in
this Agreement shall not apply to any item of information which:

Is in the public domain at any time (but without prejudice to any Person's rights of action against another Person who
wrongfully causes or permits such information to be in the public domain),

Was rightfully in the receiving Person's possession without obligation of confidence prior to its disclosure pursuant to this
Agreement, or is subsequently independently developed by the receiving Person's employees having no access to the information
disclosed hereunder,

Is subsequently rightfully obtained without obligation of confidence by the receiving Person from a source other than the
Supplier as evidenced by written records,

Is required to be disclosed by order of any court of competent jurisdiction,

PROVIDED that no right or interest under any license, patent, or
otherwise shall be acquired by the recipient of any information by
virtue of the application of this clause.

Information regarding the results of using the self-validation
questionniare(s) and test suite(s) shall not be disclosed in any
publicly available document or to
any third party by the Certification Authority, the Supplier, or any
party acting on the Supplier's behalf.

The Certification Authority may disclose the Supplier's
confidential information to
those of its employees who reasonably require to have access to
such information. However, the Certification Authority may not disclose
the Supplier's
confidential information to any employee of a member company in The
Open Group or HTNG, unless another exception to the obligations under
this sub-clause applies. For the avoidance of doubt,
the Certification Authority may disclose the Supplier's confidential
information to the Supplier's employees, or employees of any party
acting on the
Supplier's behalf.

To enable the Supplier to keep the fact of certification
confidential for a period of up to six months from the date of written
notice via electronic mail by the Certification Authority that the product has achieved
certification, the Supplier's identity, the fact of certification, and
the name of
the Certified Product (the Certification Information) will be kept
subject to the disclosure and use restrictions set out in this
clause. During this period, the Supplier may not publicly claim that
the Certified Product is or has been HTNG certified, or make
any representation of the Certified Product's conformance with the
HTNG Product Specification(s)
without first informing the Certification Authority that the
confidential period has expired. Certification Information will cease to be held confidential upon the earlier of
written notice via electronic mail by
the Supplier that the confidential period has expired or at the end of the six-month
period, provided that the Supplier has not requested withdrawal and deletion
of such information.

Except for disclosure to the Certification Authority for the purpose of HTNG
certification, the results of conformance testing and any other
information about the Certified Product obtained during the validation process
shall be held confidential.

5. Liability and Indemnity

Liability

THE SUPPLIER ACKNOWLEDGES THAT BECAUSE OF THE SPECIAL NATURE OF THE
CERTIFICATION AUTHORITY IT IS REASONABLE FOR THE CERTIFICATION
AUTHORITY TO EXCLUDE LIABILITY AS SET OUT BELOW AND FOR THE SUPPLIER TO
TAKE MEASURES, INCLUDING INSURANCE WHERE APPROPRIATE, TO
MITIGATE OR PREVENT ANY POTENTIAL LOSSES THAT MAY ARISE (PROVIDED THAT
SUCH MEASURES ARE NOT IN BREACH OF THIS AGREEMENT).

THE CERTIFICATION AUTHORITY ON ITS OWN BEHALF AND ON BEHALF OF ITS OFFICERS, EMPLOYEES AND AGENTS HEREBY EXCLUDES ALL LIABILITY,
WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR NON-USE BY ANY PERSON OF ANY
INFORMATION PROVIDED BY THE CERTIFICATION AUTHORITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. IN NO EVENT SHALL THE
CERTIFICATION AUTHORITY BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS,
CONTRACTS, PRODUCTION OR USE).

Indemnity

The Supplier shall indemnify and hold harmless the Certification Authority together with
its officers, servants, agents, subcontractors, and
shareholders of the Certification Authority and their servants when engaged in activities on
behalf of the Certification Authority but only to the extent that they are
acting in that capacity (together the ''Indemnified'') against any and
all demands, claims, and liability for direct losses,
damages, settlements, and costs (including lawyers' fees) of any nature
whatsoever asserted against or suffered by the Indemnified,
but limited to demands and claims from a third Person, and liability
incurred from such demands, and claims arising out of the
Supplier's manufacture, use, or supply of the Certified Products, provided that:

Any such demand and claim is based on the
Certification Program under this Agreement and not caused by any criminal action,
gross negligence, or tort by the Indemnified,

The Indemnified notifies the Supplier within ten days of any such demand and claim, and refrains from any action on account of
such demand and claims which may prejudice the Supplier, and

The Supplier is given full authority and sole control to defend and settle any such demands and claims.

The Certification Authority shall take all reasonable steps to limit such damage or loss.

No provision of this clause shall apply in any circumstances or in
respect of any liability or class of liability to the extent
that it may not apply in accordance with applicable law. In the event
of such a provision being held to be inapplicable or invalid
the Parties will make such amendments to this Agreement by the addition
or deletion of wording, or otherwise, so as to remove the
inapplicable or invalid part of the provision but otherwise retain the
provision to the extent permissible under applicable
law.

6. General

Entire Agreement

This Agreement including any documents referred to therein (as
amended from time to time) together with all other forms relating to
this Agreement submitted and accepted by both Parties constitutes the
entire agreement and supersedes all prior oral or written
agreements, understandings, or arrangements between the Parties
relating to such subject matter. Neither Party shall be entitled to
rely on any agreement, understanding, arrangement, or representation
relating to the subject matter of this Agreement which is not
expressly contained in this Agreement and no change may be made to this
Agreement except in writing and signed by duly authorized
representatives of both Parties.

Waiver of Rights under this Agreement

No failure or delay on the part of either of the Parties to exercise
any right or remedy under this Agreement shall be construed or
operate as a waiver thereof nor shall any single or partial exercise of
any right or remedy preclude the further exercise of such
right or remedy as the case may be.

Notices

Any notice or other document to be given under this Agreement shall
be in writing in the English language and, except in
circumstances where this Agreement specifically provides for notices by
electronic mail, shall be deemed to have been duly given if
sent by hand, or by recorded delivery, or registered post, or by
facsimile (subsequently confirmed by post) to a party at the
specified address for that party, unless a different address has been
notified to the other in writing for this purpose. The
specified address for the Certification Authority is the address set out above, and the
specified address for the Supplier is the address provided on the
Registration
Form for the Authorized Signatory, as entered into the web-based
certification system. Notices shall be deemed to
have been received by the addressee within 72 hours of posting as above
or within 24 hours if sent by hand or facsimile to the
addressee's correct address.

Interpretation

The headings in this Agreement are inserted only for convenience and shall not affect its construction.

Where appropriate words denoting the singular only shall include the plural and vice versa.

Term and Termination

This Agreement comes into effect at the date of acceptance by the Supplier and will expire only if explicitly terminated:

At any time upon six months' written notice by either Party to the other; or

If a period of 30 days has elapsed from one Party notifying the other Party of a breach of this Agreement, or of the terms of
the Certification Policy, and such a breach has not been rectified to the satisfaction of the other Party.

Notwithstanding the termination of this Agreement for any reason,
the obligations of non-disclosure in respect of any confidential
information disclosed prior to such termination shall survive for a
period of
five years following such termination.

Governing Law

This Agreement shall be governed by the laws of England
and the Parties hereby submit to the non-exclusive jurisdiction of the
English
courts.

Payment

The Certification Authority will charge the applicable certification fee upon submission of a completed product
registration. The Supplier agrees to incur the applicable fee for each such product
registration.

Fees are payable in U.S. dollars and will be debited against the
credit card provided to the Certification Authority in the web- based
certification
system (unless prior arrangement has been made with the Certification
Authority for an alternate form
of payment). Fees are non-refundable.

8. Execution

By clicking on the "I accept" button below, the Supplier:

Hereby acknowledges reading and understanding of this agreement;

Agrees to be bound by the terms of the Certification Policy and this Certification Agreement;

Warrants and represents that all products which share the Product Name defined in the Registration Form, as entered in the
web-based certification system, meet the applicable Conformance Requirements;

Warrants that NO MATERIAL CHANGES have been made to this Agreement since
it was made available to the Supplier by the Certification Authority in an electronic format;

and by clicking on the "I Accept" button below, the Supplier agrees that all these obligations, and those described in the
Confidentiality and Indemnity clauses of this Agreement shall survive the termination of this Agreement.

[ I Accept] 1

Footnotes:
1. Please note that this is a copy of the agreement. The "I Accept"
button is active only within the HTNG
Web Certification System.